SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Jennings Rebecca (Last) (First) (Middle) C/O HYCROFT MINING HOLDING CORPORATION P.O. BOX 3030 (Street) WINNEMUCCA NV 89446 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/23/2024	3. Issuer Name and Ticker or Trading Symbol HYCROFT MINING HOLDING CORP [ HYMC ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) SVP & General Counsel	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	56,667(1)	D
Class A Common Stock	1,194	I	By spouse

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents restricted stock units ("RSUs") awarded to the reporting person by the issuer. All of these RSUs were unvested as of May 23, 2024. Each RSU represents a contingent right to receive one share of the issuer's Class A common stock (the "Common Stock"). On the respective vesting date, vested RSUs will convert into shares of Common Stock; provided, however, that if, on that conversion date, the reporting person is prohibited from trading in the issuer's securities pursuant to applicable securities laws or the Company's policies, the conversion date shall be, in the determination of the Compensation Committee of the issuer's Board of Directors, the 2nd trading day after the date the reporting person is no longer prohibited from such trading.

Remarks:

The reporting person previously filed a Form 3 and certain Form 4s in error. Prior to May 28, 2024, the reporting person was not deemed to be an executive officer (as such term is defined in Rule 3b-7 promulgated under the Securities Exchange Act of 1934, as amended) of the issuer and therefore, was not subject to reporting obligations under Section 16 of the Exchange Act. On May 23, 2024, the issuer's Board of Directors determined that the reporting person meets the definition of executive officer under Rule 3b-7.

	/s/ Rebecca Jennings	05/28/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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